World News: 07:24 GMT Tuesday 3rd December 2019. [Endeavour Mining Corporation via Globe Newswire via SPi World News]
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER PURSUANT TO RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL ULTIMATELY BE MADE.
FOR IMMEDIATE RELEASE.
After several unsuccessful attempts to engage with the Board of Directors of Centamin, initially in October 2018 and then again on November 11, 2019 regarding the prospects for a Merger (please see “Background to the Proposal” below), Endeavour then submitted a formal proposal to Centamin (the “Proposal”) on November 25, 2019, regarding such combination. As meaningful engagement has still not been forthcoming, Endeavour is today announcing the terms set out in its Proposal in an effort to encourage the Centamin Board to engage in discussions.
Commenting on today’s announcement, Michael Beckett, Chairman of the Board of Directors of Endeavour, said:
Sébastien de Montessus, President & CEO of Endeavour said:
Based on the proposed exchange ratio of 0.0846 Endeavour shares for each Centamin share Endeavour shareholders would own approximately 52.9% and Centamin shareholders would own approximately 47.1% of the combined group’s share capital. The Proposal values the entire issued share capital of Centamin at approximately CAD2,522 million or GBP1,467 million, based on Endeavour’s share price on December 2, 2019, and CAD:GBP exchange rate of 1.72.
Endeavour’s Proposal envisaged that the Board and management of the combined group would be selected with representation from both Endeavour and Centamin, reflecting the spirit of a merger.
On a pro-forma basis, a combined Endeavour and Centamin would have:
Mindful of Centamin’s response to Endeavour’s proposal in October 2018, Endeavour believes that Centamin’s insistence on a standstill agreement as a pre-condition to discussing the prospects for the Merger, or even preliminary terms which would be subject to reciprocal due diligence, risks denying Centamin shareholders a voice in the compelling strategic merits of a combination, or an opportunity to express their views on the attractiveness of the Merger terms. Having regard to Centamin’s continued insistence on a standstill, in the absence of any meaningful discussion on prospects or terms, Endeavour does not believe it is appropriate to restrict its ability to seek the opinions of shareholders on the Proposal.
Endeavour is therefore today announcing the terms of its Proposal in order to allow Centamin shareholders the opportunity to consider the Proposal and encourage the Centamin Board to engage with Endeavour on the prospects for a friendly recommended merger.
Endeavour reserves the right to make an offer on less favourable terms than those set out in its Proposal if:
Endeavour reserves the right to reduce the Merger consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by Centamin to its shareholders following the date of this announcement. Further, Endeavour also reserves the right to vary the form and/or mix of consideration set out in its Proposal and/or introduce other forms of consideration.
In accordance with Rule 2.6(a) of the Code, Endeavour is required, by not later than 5.00 p.m. on December 31, 2019, either to announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
There can be no certainty that a transaction will occur from Endeavour’s Proposal. A further statement will be made as appropriate.
Globe Newswire: 07:24 GMT Tuesday 3rd December 2019
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